Capital Transactions

2018 Private Offering

On February 7, 2018, the Company commenced operations when it met the minimum offering requirement of $80.0 million in Class FA shares under its 2018 Private Offering and issued approximately 3.3 million shares of Class FA shares for aggregate gross proceeds of approximately $81.7 million. The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 3.3 million Class FA shares sold under the terms of the 2018 Private Offering. See Note 5. “Related Party Transactions” for additional information on Class FA shares issued to the Manager, Sub-Manager and their affiliates.

Public Offering

The Registration Statement became effective on March 7, 2018, and the Company began offering up to $1,000,000,000 of shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offering, uses its best effort but is not required to sell any specific amount of shares. The Company is offering, in any combination, four classes of shares in the Public Offering: Class A shares, Class T shares, Class D shares and Class I shares. The initial minimum permitted purchase amount is $5,000 in shares. There are differing selling fees and commissions for each share class. The Company also pays distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Public Offering price, selling commissions and dealer manager fees per share class are determined monthly as approved by the Company’s board of directors. As of December 31, 2019, the Public Offering price was $29.28 per Class A share, $28.23 per Class T share, $26.43 per Class D share and $27.02 per Class I share. See Note 13. “Subsequent Events” for information on changes to the Public Offering price, selling commissions and dealer manager fees by share class.

The Company is also offering, in any combination, up to $100,000,000 of Class A shares, Class T shares, Class D shares and Class I shares to be issued pursuant to its distribution reinvestment plan. See Note 13. “Subsequent Events” for additional information related to the Public Offering.

Class FA Private Offerings

In April 2019, the Company launched the Class FA Private Offering of up to $50.0 million pursuant to the applicable exemption from registration under Section 4(2) of the Securities Act and Rule 506(c) of Regulation D promulgated under the Securities Act and entered into a placement agent agreement with the Placement Agent. The Class FA Private Offering was offered on a best efforts basis, which meant that the Placement Agent would use its best efforts but was not required to sell any specific amount of shares. The minimum offering requirement of the Class FA Private Offering was $2.0 million in Class FA shares. In June 2019, the Company met the minimum offering amount for the Class FA Private Offering and it held its initial escrow closing on subscriptions for the Class FA Private Offering. There were no selling commissions or placement agent fees for the sale of Class FA shares in the Class FA Private Offering. The Class FA Private Offering was closed in December 2019.

The Company is currently conducting the Follow-On Class FA Private Offering of up to $50.0 million each of Class FA shares pursuant to the applicable exemption from registration under Section 4(2) of the Securities Act and Rule 506(c) of Regulation D promulgated under the Securities Act. The Placement Agent, serves as placement agent for the Follow-On Class FA Private Offering. Under the Follow-On Class FA Private Offering the Company pays the Placement Agent a selling commission of up to 5.5% and placement agent fee of up to 3.0% of the sale price for each Class FA share sold in the Follow-On Class FA Private Offering, except as a reduction or sales load waiver may apply. Subject to requirements under the Securities Act and the applicable state securities laws of any jurisdiction, the Company intends to conduct the Follow-On Class FA Private Offering until the earlier of: (i) the date the Company has sold the maximum offering amount of the Follow-On Class FA Private Offering or (ii) March 31, 2020.

As of December 31, 2019, the purchase price for each Class FA share in the Follow-On Class FA Private Offering was $30.03 per share. See Note 13. “Subsequent Events” for information on changes to the Class FA share price, selling commissions and placement agent fees.

The following table summarizes the total shares issued and proceeds received by share class in connection with the Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the year ended December 31, 2019 and for the period from February 7, 2018 (commencement of operations) to December 31, 2018:



	Year Ended December 31, 2019
	Proceeds from Class FA Private Offerings and Public Offering								Distributions Reinvested⁽¹⁾			Total
Share Class	Shares Issued	Gross Proceeds		Up-front Selling Commissions and Placement Agent/ Dealer Manager Fees⁽²⁾⁽³⁾			Net Proceeds to Company		Shares	Proceeds to Company		Shares	Net Proceeds to Company		Average Net Proceeds per Share
Class FA	1,008,488	$	27,628,371	$	(41,924	)	$	27,586,447	—	$	—	1,008,488	$	27,586,447	$	27.35
Class A	463,565	13,294,279		(970,592		)	12,323,687		13,489	359,080		477,054	12,682,767		26.59
Class T	166,277	4,675,452		(222,084		)	4,453,368		933	24,962		167,210	4,478,330		26.78
Class D	176,604	4,655,674		—			4,655,674		6,324	166,334		182,928	4,822,008		26.36
Class I	679,491	18,173,050		—			18,173,050		9,278	248,731		688,769	18,421,781		26.75
	2,494,425	$	68,426,826	$	(1,234,600	)	$	67,192,226	30,024	$	799,107	2,524,449	$	67,991,333	$	26.93



	Period from February 7, 2018 (Commencement of Operations) to December 31, 2018
	Proceeds from 2018 Private Offering and Public Offering								Distributions Reinvested⁽⁴⁾			Total
Share Class	Shares Issued	Gross Proceeds		Up-front Selling Commissions and Dealer Manager Fees ⁽²⁾⁽³⁾			Net Proceeds to Company		Shares	Proceeds to Company		Shares	Net Proceeds to Company		Average Net Proceeds per Share
Class FA	3,258,260	$	81,456,500	$	—		$	81,456,500	—	$	—	3,258,260	$	81,456,500	$	25.00
Class A	190,046	5,435,093		(430,953		)	5,004,140		2,342	60,639		192,388	5,064,779		26.33
Class T	31,432	861,000		(40,897		)	820,103		20	510		31,452	820,613		26.09
Class D	121,797	3,160,000		—			3,160,000		1,092	28,533		122,889	3,188,533		25.95
Class I	249,136	6,492,500		—			6,492,500		390	10,154		249,526	6,502,654		26.06
	3,850,671	$	97,405,093	$	(471,850	)	$	96,933,243	3,844	$	99,836	3,854,515	$	97,033,079	25.17

FOOTNOTES:


⁽¹⁾	Amounts exclude distributions reinvested in January 2020 related to the payment of distributions declared in December 2019 and include distributions reinvested in January 2019 related to the payment of distributions declared in December 2018.

⁽²⁾

The Company incurs selling commissions and placement agent fees on the sale of Class FA shares sold in the Follow-On Class FA Private Offering. The Company also incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through the Public Offering. See Note 5. “Related Party Transactions” for additional information regarding up-front selling commissions and dealer manager/placement agent fees.


⁽³⁾	The Company did not incur any selling commissions or placement agent fees from the sale of the approximately 1.0 million and 3.3 million Class FA shares sold under the terms of the Class FA Private Offerings and 2018 Private Offering, respectively.


⁽⁴⁾	Amounts exclude distributions reinvested in January 2019 related to the payment of distributions declared in December 2018.

Share Repurchase Program

On March 29, 2019, the Company’s board of directors approved and adopted a the Share Repurchase Program. The total amount of aggregate repurchases of Class A, Class FA, Class T, Class D and Class I shares will be limited to up to 2.5% of the aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of the aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of the Company’s trailing four quarters). Unless the Company’s board of directors determines otherwise, the Company will limit the number of shares to be repurchased during any calendar quarter to the number of shares the Company can repurchase with the proceeds received from the sale of shares under its distribution reinvestment plan in the previous quarter. Notwithstanding the foregoing, at the sole discretion of the Company’s board of directors, the Company may also use other sources, including, but not limited to, offering proceeds and borrowings to repurchase shares.

During the year ended December 31, 2019, the Company received requests for the repurchase of approximately $0.9 million of the Company’s common shares, which exceeded proceeds received from its distribution reinvestment plan in the second and third quarter of 2019 by approximately $0.4 million. The Company’s board of directors approved the use of other sources to satisfy repurchase requests received in excess of proceeds received from the distribution reinvestment plan. The following table summarizes the shares repurchased during the year ended December 31, 2019:



	Shares Repurchased	Total Consideration		Price Paid per Share
Class FA shares	6,400	$	173,824	$	27.16
Class A shares	244	6,534		26.75
Class I shares	4,745	127,680		26.91
June 28, 2019 Total	11,389	308,038		27.05

Class FA shares	12,400	$	337,156	$	27.19
September 30, 2019 Total	12,400	337,156		27.19



	Shares Repurchased	Total Consideration		Price Paid per Share
Class FA shares	400	$	10,991	$	27.48
Class A shares	56	1,506		26.79
Class D shares	3,185	84,175		26.43
Class I shares	4,703	127,066		27.02
December 30, 2019 Total	8,344	223,738		26.82

As of December 31, 2019, the Company had a payable for shares repurchased of approximately $0.2 million. There were no share repurchases during the period from February 7, 2018 (commencement of operations) to December 31, 2018.